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									     BOARD COMPOSITION, OWNERSHIP STRUCTURE AND VOLUNTARY
       DISCLOSURE IN ANNUAL REPORTS: EVIDENCE FROM TUNISIA

                                      Hamadi Matoussi
                            Professor of Finance-ISCAE, Tunisia
           Laboratoire Interdisciplinaire de Gestion Université-Entreprise (LIGUE)
                            E-mail: hamadi.matoussi@iscae.rnu.tn

                                       Raida Chakroun
                              Doctorate student-ISCAE, Tunisia
           Laboratoire Interdisciplinaire de Gestion Université-Entreprise (LIGUE)
                                Telephone: (+216) 98 953 605
                                  E-mail: raida_c@yahoo.fr

Abstract
In the setting of our research, we study the interactions between the composition of the board
of directors, ownership concentration and voluntary disclosure in annual reports. This
research uses panel data of Tunisian listed firms that don’t belong to the financial sector and
this for the years 2003-2005. Our results show that the extent of voluntary disclosure tend to
increase across the time. The results reveal also that the independence and the structure of the
leadership of the board of directors and the familial control of the firm doesn’t lead to more
voluntary disclosure. The results highlight that the size of the board of directors has no effect
on the extent of voluntary disclosure. However, we have observed that managerial ownership
and a good quality of corporate governance are represented as factors that incite firms to
disclose voluntarily.

Keywords: Voluntary disclosure. Annual reports. Ownership structure. Board of directors’
composition. Corporate governance.


1. Introduction
        The quality of voluntary disclosure contained in the annual reports, the principle
source of information, is nowadays in the heart of financial modern problems. Firms are
confronted to serious crisis of trust and they can’t think about the efficiency of their financial
communication. Thus, transparency and a better disclosure make the stakeholders of the firm
better informed. This will lead to a better capital allocation in the securities market.
        Financial reporting is not focusing on the accounts anymore and on the numerical and
quantitative information. It includes qualitative information accompanied with comments in
addition to extra financial information, and then develops global economic information. It
happens that the financial statements are insufficient to give a true image for the firm. To
complete the accounting “portrait” of the firm, managers will be conducted to voluntarily
disclose information. Voluntary disclosure can be defined as a facultative publication that is
not part of the public rights for information.
        Besides, the importance of information accompanying the financial statements in the
annual reporting is recognized in the preface of the IFRS standards. The IASB make
references to the management report in the “IAS 1” relative to the presentation of the financial
statements that stipulates that: “the firms are encouraged to present, apart from the financial
statements, a management report that describes and explains the main characteristics of the
financial performance and of the financial situation of the firm as well as the main
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uncertainties to which the firm is facing.” In the same sense, the IASB have published in
October 2005 a project of accounting standard about the management report called
“management commentary” considered as been an integral part of the financial reporting of
the firm. This standard project has as objectives to guide the firm in the preparation of a
narrative report that includes non mandatory information. In addition, several directives are
appeared in the last years, such as the recommendations about « Management Discussion and
Analysis » (MD&A) recommended in Canada and the United States and recommended by the
commission of the IOSCO in its report about the general principles of the reporting of MD&A
in February 2003
        Besides talking about accounting choices, we can talk about disclosure choices. Thus,
the accounting policy is not only in line with logic of optimization of the accounting choices,
but also of the economic communication. That means that managers have a large margin of
discretion allowing him to publish or no an information. Thus, voluntary disclosure is not a
fortuity act or related to the ignorance of the legal frame of disclosure, but an accounting
policy instrument that aims to reach certain objectives.
        Based on the idea that a good governance guarantee an economic communication with
a better quality, the firm should put in place an efficient internal system of governance that
assure the protection of the shareholders against the managers’ opportunism. In this context
the studies of Cheung, Connelly, Limpaphayom and Zhou (2006), of Ho and Wong (2001), of
Eng and Mak (2003), of Chen and Jaggi (2000) and of Cheng and Courtenay (2006) have
supported that putting in place a guide of good practices of corporate governance helps
enhance voluntary disclosure in annual reports.
        In this sense, the role of the board of directors consists in controlling and disciplining
the corporate management and then to assure that the managers behaves in the sense of
increasing the shareholders’ interests. This board prepares the annual reports under his
responsibility, thus his composition affect the extent of voluntary disclosure in annual reports.
Firm’s ownership structure is also likely to influence voluntary disclosure.
        Tunisia is a developing country, with an emerging capital market, and whose
economic environment has been subject to major changes during the last years. In this
country, economic communication constitute an under regulated field and several Tunisian
firms don’t disclose sufficient information in their annual reports, that helps users evaluate the
management performance, lighten their perception of the firm and evaluate the future
profitability of their investment.
        The main question of this research is: how far the structure of ownership and the
composition of the board of directors influence the offer of voluntary information in the
annual reports of listed companies in Tunisia?
        The principal objective of this research is then to analyze the interaction between the
composition of the board of directors (internal control mechanism) and the offer of voluntary
information in the annual reports (external control mechanism) in a context characterized by a
high ownership concentration.
        This paper is organized as follows: the following section will be designed to present
the theoretical framework of transparency and voluntary disclosure. The third section will
present a revue of the previous research and the development of our hypothesis. The
verification strategy will be exposed in the fourth section while the fifth section presents a
discussion of our empirical results. And the last section includes our conclusions.

2. Theoretical framework of the transparency and voluntary disclosure in annual
   reports
   In this section, we exhibit the theoretical framework on which our study is based.

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2.1.       Informational environment in the Tunisian stock exchange

2.1.1.          How is voluntary disclosure regulated by Tunisian Law?
        Yaich (2004) stipulates that management reports’ recommendations consist in
presenting a detailed management report. Thus, managers have wide margin to exercise
discretion in fixing the report content.

2.1.1.1.           Legal requirements and regulatory framework for management report in
Tunisia

        A- Commercial code (CSC)
        According to the article 201 of CSC: “At the end of every fiscal year, the board of
directors establishes, under its responsibility, the financial statements of the firm according to
the law relative to the firm’s accounting
        - the board of directors has to attach to the balance sheet a state of guarantees given by
the firm, and a state of securities she has agreed for.
        - he should, in conjunction with accounting documents, present to the annual meeting
a detailed annual report about the firm management”.
        Among the obligatory documents communicated to the shareholders by the board of
directors of the firm, we find thus the management report. Nevertheless, regulators don’t give
any precision about the form nor the content of this report, except that it should be “detailed”.
         B- Firms accounting system
        The Tunisian accounting system (1997) has been created by adopting standards in
harmony with the IASB’s standards. Tunisian regulators didn’t give precisions about the
information to include in the management report. In this sense, the Tunisian accounting
framework stipulates in the section N° 83 that: “ other financial and non financial
information, that the publication makes the information more useful, can be communicated
under the form of reports or separated states that completes the financial statements.” This
orientation shows that Tunisian standards setters are more aware about the information’s
importance that goes beyond the financial dimension to reach other dimensions such as social
dimension, ecological dimension, as well as technological dimension.
         C- The board of financial market’s regulation relative to the initial public offerings
         Contrary to the financial statements that have legal framework material enough and in
constant evolution with the firms accounting system, there are no accountant standards
governing the additional information to disclose in the management report.
         Only article 44 of board of financial market’s regulation relative to the initial public
offerings, states some obligatory information to provide in the management report. This
article indicate that apart from the documents stipulated in article 3 of the law N° 94-117 of
14 November 1994, the firm should present to the board of financial market, a report on its
march foreseen by the article 201 of the commercial code.
        In order to comply with the requirements of the article 3 of the law N° 94-117 of 14
November 1994 related to the reorganization of the financial market as modified by the law
N° 2005-96 of 18 October 2005, a proposal to amend the article 44 of the regulation of the
financial market board have been established in order to specify the content of the elements of
the internal control that should be provided in the annual management report. The new
version of the proposed article refers to an annex that establishes a standard model for the
management report gathering a set of recommendations provided par the legislation and the
regulation within certain headings that might confer a better legibility to the report.

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        In addition, it is indicated in the new version of the article that the firm should insert in
its annual report other headings specific to its industry.

2.1.1.2.           The means to control voluntary disclosure in Tunisia
        The elastic perimeter that characterizes voluntary disclosure, the malleability of non
audited and non standardized numbers, the suspicion that weighs upon the managers’ attitude,
shed light on the non credibility of the reporting information.
        Accordingly to the article 266 of CSC, the verification of the concordance of the
information given in the management report with the annual accounts, is the responsibility of
the external auditors who gives their opinion toward financial statements.

2.1.2.          Voluntary disclosure: a recent fact in Tunisia
        El Aoun (2008) outlined that the strategy of reporting in Tunisian firm is in line with
the strategy of its former French colonizer.

2.1.2.1.           The development and the internationalization of capital markets
        Trabelsi and al. (2005) outlined that in the last decades, we are witnessing a huge
mutations in the Tunisian economic environment, marked especially by the stimulation of the
financial market through motivating Tunisian firms by a financial direct access and the
improvement of the reporting of the listed firms.
        The internationalization requires transparent economic information. Thus, the
presentation of annual reports with a high quality of disclosure guarantees the attraction of
foreign investors as well as local investors. According to Omran and al. (2008), the proportion
of the foreign blockholders in the Tunisian firms is 53% and that it is the highest percentage
comparing to Egypt, Oman and Jordan. Beyond their financial function, foreign investors
have an essential role in the reinforcement and the professionalization of the Tunisian
corporate disclosure. These investors required a very high level of transparency and
disclosure.

2.1.2.2.           Some characteristics of the economy in Tunisia
   A- The financing of firms by banks
        The Tunisian Financial system is fragmented, dominated by banks. Moreover,
financial institutions, including insurance, investment and securities companies own
significant proportions of the shares in listed companies and are often among the five largest
block holders.
   B- An Emerging capital market
       The legal framework of securities markets are relatively new, however in spite of the
financial liberalization and development programs, carried out in the last decade, the market is
characterized by a few number of listed enterprises.
   C- A Low protection of minority shareholders
        In the Tunisian setting where ownership is highly concentrated, legal system does not
protect minority investors. These latter are dominated by the controlling shareholders. This is
explained by the opaque nature of the firms’ disclosure policies and their lack of transparency.
Indeed, Tunisia has inherited the cultural values of the euro-continental model (Kamla, 2007),
characterized by the uniformity, conservatism and discretion.
   D- Corporate governance development
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        The corporate governance is composed by a set of mechanisms that has as function to
harmonize the managers’ attitude with the shareholders interest. The Tunisian financial
market moves toward a reinforcement of the right of information. In addition, corporate
governance rules encourage the improvement of the quality of transparency and disclosure.
        In this sense, the guide of good corporate practices of the Tunisian enterprises (2008)
insists in the right of the shareholders to a better transparency and disclosure. It affirms that
all firms that decide to adopt this guide should guarantee an equal treatment of all
shareholders and have to make sure that all the shareholders have all the required information
and all the ways that enable them exercise their rights.

2.2.    Theoretical setting of voluntary disclosure
       Voluntary disclosure is a game of contradictory powers (motivating forces, and
dissuasive forces). The process of voluntary disclosure results thus from an arbitration
between the economy of costs (agency costs, political, capital) that this publication can
procure to the company, and the generation of costs (direct and indirect) as a result of this
publication.

2.2.1.          Incentives for voluntary disclosure
    Voluntary disclosure is a discretionary act. Indeed, managers manage different levels of
disclosure for two types of factors:
    - To reach economic objectives.
    - To respect rules and societal standards.

2.3.1.1. Economic perspective
        The economic perspective is based on the information asymmetry, and agency
conflicts between the managers and the financial information users. Healy and Palepu (2001)
outlined three hypotheses about the theoretical justification of the voluntary disclosure:
financial market transactions, agency conflicts, and the signalization.
   A- Financial market transactions
       Matoussi, Karaa and Maghraoui (2004) confirm the existence of a positive relation
between voluntary disclosure and the liquidity of listed shares in Tunisia. Sengupta (1998)
outlined that capital cost decreases with specific corporate information. More precisely, he
has proven that firms with a good communication strategy (evaluated by financial analysts)
are more likely to have better liabilities conditions (lower effective interest rate). In addition,
the results of Botosan (1997) research suggest the existence of a negative relation between
financial information quality and capital cost.
B- Agency theory versus stewardship theory
       Voluntary disclosure can reduce information asymmetry between the firm and its
shareholders. According to the agency theory, investors ask for more information when the
information asymmetry is very high between managers and shareholders, and that because of
the separation of the propriety and the control.
       Information asymmetry between investors and managers results in two types of
problems. On one hand, an adverse selection problem can occur because managers can take
advantage from information that only them have access to. In the other hand, this situation of
information asymmetry engenders a moral hazard problem if manager’s behavior is in
contradiction with investors recommendations.
       Voluntary disclosure can mitigate these problems. Thus, in order to reduce bond costs
he supports, the manager has to show a good attitude of management. Shareholders want to
                                                5
encourage a voluntary disclosure strategy insomuch as it allows them to have information
they need to evaluate the management, and thus reduce monitoring costs they support.
       Basly (2006) and Klein, Pieper and Jaskiewicz (2005) affirm that in family firms same
actors have both the role of shareholder and manager. Thus, agency costs are absent in this
case. According to Morck and Yeung (2004) and Davis et al. (1997)1, stewardship theory
have been introduced in order to study relations between the actors, basing on behavioral
hypotheses that are different from the dominant paradigm, that is based on the agency theory.
According to the stewardship theory, managers don’t always have intention to maximize their
personal power and wealth. As stewards they can have the same preoccupations than
shareholders [Ngobo and Capiez (2004)].
C- Signals theory
        Our study is based on signals theory: voluntary disclosure practices are destined to
inform shareholders and the capital market. In the annual reports firms have to justify, argue
and defend the position they adopt in different points. In this frame, the voluntary disclosed
items are signals addressed to the investors in the purpose to reduce information asymmetry
between the “insiders” and the “outsiders”. Thus, voluntary disclosure decisions aim to
influence investor’s anticipations. Indeed, according to this theory, the existence of
information asymmetry between managers and potential investors will conduct these investors
to prudently evaluate the corporate shares. In the literature, this mechanism is known as anti-
selection.

2.3.1.2. Social perspective
        Neo institutional sociologic theories provide a more appropriated frame to analyse the
communication of societal information (social and environmental).
    A- Stakeholders information’s needs
        Non financial information is useful for stakeholders to take the appropriate decisions.
Damak-Ayadi (2005) affirm that according to stakeholders theory, the organization is
presented as been in the center of a set of relations between parties with diverse natures and
that are likely to be influenced by its activity or to influence it.
    B- Public pressure
        Legitimacy theory consider the society as a whole, while stakeholders theory
recognises that only some group in the the society are more powerful than others. In this
sense, Khor (2005) have presented a model that translates the link between the legitimacy, the
social contract and the corporate disclosure policy.
   C- The processes and the institutional constraints
       Ben Rhouma (2006) considers that the societal corporate disclosure quality is
regulated by its institutional setting that is with:
      -   What other firms in the same country and in the same industry disclose (mimetic
          Isomorphism): In general, imitating another firm’s disclosure practices perceived as
          the leader or the model is a good way for the firm to justify its actions (increase its
          legitimacy).
      -   What the firm has disclosed in the past: The ritual that is the actions that result from a
          highly habitual and standardized process, are well known as the cornerstone of the
          institutions.


1
    Mentioned by Trébucq (2003)
                                                  6
2.2.2.         Argues in favor to the retention of the voluntary disclosure
       The costs that are likely to be incurred by the firms for voluntary disclosed
information limit their communication.

2.2.2.1.           Direct costs (material)
        According to Depoers (2000), they are extra direct costs induced by the publication of
voluntary information (collect, treatment, production, diffusion, printing…). According to
Leuz and Wysocki (2006), it is difficult to quantify direct costs associated to disclosure
activity especially if they consist on opportunity costs such as managerial time.

2.2.2.2.           Indirect (or strategic) costs
    A- Propriety costs hypothesis
        According to Trabelsi (2005): « The impact of the propriety costs on the firm value
and its competitive position can lead to retention of the information ». It can be noted that
propriety costs appear when a third party, whose interests are not aligned with the firm’s
interests, use the disclosed information against this firm welfare.
        The studies of Clinch and Verrecchia (1997) and of Darrough and Soughton (1990)
show that the argument brought by the firms willing to restrain their disclosure is an argument
of a competitive disadvantage. According to the propriety costs theory, the firm can limit its
disclosure to avoid its strategic exploitation by competitors. This threat can thus limit the
voluntary disclosure in order to be protected from the risk of adverse action.
   B- Litigation costs
       The communication of certain information can, in some cases, significantly causes
harm to the reputation of the firm and risk to lead to legal pursuits. For example, inexact
forward looking financial statements’ publication can incite investors to sue the firm.

3. Literature review and hypotheses development
      In this section, we present some empirical evidence then we develop our study
hypotheses linking voluntary disclosure level to factors in relation with corporate governance.

3.1.       Board characteristics impacts on voluntary disclosure

3.1.1.          Impact of the board independence on voluntary disclosure
        The first objective to the corporate board is to assure its function of control. External
directors are perceived as being a way to control the manager’s behavior. In Tunisia, the
notion of non executive independents directors has been introduced in the article 196 of the
commercial code. Furthermore, the quality of shareholder is not required to be a member of
the board of a public company. The governance guide of good practices of Tunisian
companies (2008) call firms to appeal to independent directors that should be chosen for their
qualifications and expertise. To that purpose, this guide recommends that at least the third of
the board members should be independents.
        The studies of Leung, Morris and Gray (2005), of Nasir and Abdullah (2005) and of
Cheung, Connelly, Limpaphayom and Zhou (2006) demonstrate the existence of a positive
relation between the independence of the board of directors and the volume of the voluntary
disclosed information. Indeed, external directors, can be at the origin of a better information
disclosure, by the exercise of their mission of control and their domination on the firm
decisions.


                                                   7
       We suppose then, when the board is independent, it encourages a better management
control and a better voluntary disclosure. Hence, we propose the following hypothesis.
H 1.1: The extent of voluntary disclosure in annual report is positively related to the
independence of the board of directors.

3.1.2.         The impact of the size of the board of directors on voluntary disclosure
        The optimal size of the board of directors is a problem for the firm. A big board size is
difficult to coordinate. On the other hand, a small board size is a favorable field to
coordination, but, it can suffer from a lack of experience and competence of its members.
        According to the governance guide of good practices of Tunisian companies (2008):
“Every firm is free to choose, according to its needs, the number of the members that
compose the board of directors in the limits of the law. The board of directors have to be
restrained enough to help a rapid decision making and as large as possible in order to take
advantage from the diversity of the competences and the experience of the members”.
According the article 189 of CSC: “The public company is directed by a board of directors
composed from at least three members and twelve at the most”.
        Lakhal (2003) demonstrates, in the French context, that the size of board of directors is
not related to the decision of the results voluntary disclosure. Arcay and Vázquez (2005)
demonstrate that the impact of size of the board of directors on voluntary disclosure is not
significant. We suppose the existence of a non significant relation between the size of the
board of directors and voluntary disclosure. Thus, we suppose the following hypothesis.
H 1.2: There is no relation between the size of the board of directors and the extent of
voluntary disclosure in annual report.

3.1.3.          Impact of the existence of a dominant personality on voluntary disclosure
        The governance guide of good practices of Tunisian companies (2008) recommends a
separation between the functions of the chairman of the board and of the chief executive
officer (CEO), and this in the interest of efficiency. This guide announces that when the board
decides to cumulate both functions, he is called to justify to shareholders the reasons for this
choice. Tunisian firm can choose a strict separation of functions as indicated by the article
215 of CSC.
        The duality of the CEO role and the chairman of the board’s role constitute a risk for
shareholders. Indeed, the dominant personality can adopt a strategy in way that maximize his
personal interest because he plays at the same time the role of the supervisor and the
supervised.
        The results of Gul and Leung (2004) indicate that there is a negative and significant
relation between results voluntary disclosure in annual report and the existence of a dominant
personality. In this instance, the firms don’t disclose enough information, which is prejudicial
towards the shareholders. In the same sense, according to Bouri and Khlifi (2007), the duality
of functions results in decreasing the level of voluntary disclosure by 21%.
        We wait for a negative relation between the duality of functions of CEO and of
chairman of the board and the extent of voluntary disclosure in annual reports. This
expectation leads us to develop the following hypothesis.
H 1.3: The extent of voluntary disclosure in annual report is lower for firms where the chief
executive officer is at the same time the chairman of the board.

3.1.4.       Impact of the directors’ ownership on voluntary disclosure
      According to Ben Ali (2005), when directors hold a small proportion of capital (week
managerial ownership), the risk to replace them is high and their performance is directly
                                               8
associated to the firm’s performance. In this case, they have interest to maximize the firm
value, and then improve its communication strategy and respond better to investors’
expectations from disclosure especially when the firm’s performance is bad.
        In the same sense, according to Mohd Ghazali and Weetman (2006), Siala Ghorbel
(2005) and Eng and Mak (2003), there is a negative relation between the managerial
ownership and the extent of voluntary disclosure. In addition, Trabelsi and al. (2005) outlined,
in the Tunisian setting, that the managerial ownership has a negative effect on voluntary
disclosure.
        When the directors hold an important proportion of the company capital, the
ownership and the management are combined. Thus, the company has no interest to disclose
further information while agency costs are low. We propose then the following hypothesis.
H 1.4: The extent of voluntary disclosure in annual report is negatively related to the
directors’ ownership

3.1.5.          Impact of combined Board’ characteristics on voluntary disclosure
        Patelli and Prencipe (2007) insist on the interest of the researches that treat the
different mechanism of control and that constitute an interactive system. These mechanisms
reduce agency costs that results from the separation between the propriety and the
management.
        The board of directors constitutes an important internal mechanism of control and it is
in the heart of the managers’ control mechanisms. Thus, we can’t talk about good corporate
governance without mentioning the efficiency of the board of directors. This board prepares
annual reports under its responsibility. Therefore, its composition structure affects the
strategic choices of disclosure in annual report and more specifically the extent of voluntary
disclosure.
        Voluntary disclosure is considered as an external mechanism of control. It protects
shareholders against the opportunism of the managers. It contributes to diminish agency costs
resulting from information asymmetry. In other terms, corporate governance attributes are
introduced in order to control agency problems and assure that managers behave in the
interest of the shareholders. According to Li and Qi (2008), corporate governance guarantees
good quality of the information disclosed. Good corporate governance can reduce managers’
opportunism through reducing information asymmetry.
        The first objective of the creation of a board of directors is to assure its functions of
control of agencies’ conflicts in order to reduce information asymmetry between shareholders
and financial backers in one hand, and between the managers and shareholders in the other
hand by providing more voluntary information.
        Since the voluntary disclosure extent comes under the discretion of the board of
directors, we expect that the greater the degree of compliance with the guide of good
corporate practices of the Tunisian enterprises (2008), the greater the improvement in
corporate voluntary disclosure. Hence, we try to verify the following general hypothesis.
H 1: The quality of corporate governance positively affects the extent of voluntary disclosure
in the annual reports.

3.2.     Impact of ownership structure on voluntary disclosure

3.2.1.        Impact of ownership concentration on voluntary disclosure
       According to Ho and Wong (2001), when a high proportion of the capital is held by a
low number of shareholders, conflicts of interest are not between managers and shareholders,
but between large and small shareholders. In such situation, managers have the incentive to
                                               9
behave against the interests of smaller shareholders by reducing the quality of financial
disclosure. Indeed, a better financial disclosure helps reducing conflicts of interests between
large and small shareholders and allows protecting these latter.
        Summa and Ben Ali (2006) outlined a negative and significant relation between the
quality of disclosure and ownership concentration. Therefore, voluntary disclosure is more
likely to be intensive in diluted ownership environment. In the same sense, Siala Ghorbel
(2005) stipulates that a diffused ownership increases agency costs and information
asymmetry, and as a result the needs of signaling. More the ownership concentration is low,
more the need to signalling increases and more the extent of disclosure is high.
        However, Raffournier (1995) and Depoers (2000) didn’t detect a significant influence
of the ownership concentration on the extent of disclosure.
        These controversial results bring the research around to a non linear relation between
voluntary disclosure and ownership concentration. According to Labelle and Schatt (2005),
there is a curvilinear relation between diluted ownership and the quality of financial
communication. In the light of the results of previous studies, we verify the following
hypothesis.
H 2.1: The extent of voluntary disclosure in annual report is negatively related to the level of
ownership concentration.

3.2.2.         Impact of institutional ownership on voluntary disclosure
        According to Summa and Ben Ali (2006), because of their professional experience and
their power on managers, Institutional investors have the means to make respect and apply
corporate governance principals in order to protect shareholders’ rights and wealth. They
disclaim a transparent communication that shows all the risk that the firm faces and the main
success key factors in order to better evaluate and estimate the distribution of future cash
flows. Trabelsi and al. (2005) affirm that institutional ownership improves voluntary
disclosure strategy. In addition, Ajinkya and al. (2005) affirm that firms that have an
important number of institutional investors disclose more forward looking information than
other firms. In addition, these anticipations are more frequent, more precise and less biased.
Indeed, these investors represent a guarantee for the market that the firm is protecting small
shareholders’ rights.
        However Bushee and al. (2003) demonstrate the existence of a negative relation
between institutional ownership and the extent of voluntary disclosure. Bouri and Khlifi
(2007) also demonstrate that an increase of institutional ownership by 10% is associated with
a decrease of the extent of voluntary disclosure by 31.9%. We attempt thus to verify the
following hypothesis.
H 2.2: The extent of voluntary disclosure in annual report is positively related to the level of
institutional ownership.

3.2.3.         Impact of family control on voluntary disclosure
       According to the guide of good practices of Tunisian companies (2008): “in addition
to traditional mechanisms aimed at producing, sharing information, and assuring the
transparency of activities, family corporate governance should allow to :
    - Introduce instruments, procedures, techniques and information system that enable to
       produce in quality, quantity and in a suitable time, a reliable information about the real
       functioning of the firm,
    - Assure a quality and equality of information for all shareholders and all members of
       the family…”


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        Chau and Gray (2002) and Trabelsi, Omri and Turki (2005) affirm the existence of a
negative relation between family control and voluntary disclosure. This can be explained by
the fact that family owned companies are less motivated to disclose beyond the obligatory
threshold. Ho and Wong (2001) demonstrate that firms that have a large proportion of family
members in the board of directors are more likely to have a less extent of disclosure.
        In a family owned company, ownership is concentrate in the hand of the same family.
That represents a particular case of ownership concentration. This family participates actively
in the management of the company and in most of time part of the direction or of board of
supervision or of directors. This allows the family to access to all information that enables it
to be reassured about the future of its investment. Family controlled firms tend to provide less
external information since asking for information is low [Summa and Ben Ali (2006)]. We
propose to verify the following hypothesis.
H 2.3: The extent of voluntary disclosure in annual reports is lower for firms controlled by a
family.

3.3.     Mediator effect of the composition of the board of directors on the influence of
the ownership concentration on voluntary disclosure
        Having almost all the information, large shareholders dominate the boards of directors
[Jilani and Ben Hammouda (2006)]. Mak and Li (2001) affirm that there is a relation between
ownership structure and the board of directors’ composition.
        In order to investigate the indirect effect of many firms’ characteristics (especially
ownership concentration) on voluntary disclosure, Arcay and Vázquez (2005) use internal
mechanism of governance as mediator variable. According to these authors, ownership
structure has a negative and significant impact on adopting rules of good practices and
governance that also affects corporate disclosure. Hence, there is an indirect relation between
ownership concentration and voluntary disclosure mediated by internal governance
mechanisms.
        We suppose that the mediator (board composition) represent a mechanism by which
ownership concentration influences voluntary disclosure extent. Ownership concentration
influences the mediator and this latter influence voluntary disclosure extent because it’s the
board of directors who prepares the annual reports (that contains voluntary disclosure) under
his responsibility. In other words, ownership concentration has an indirect effect on the extent
of voluntary disclosure. Thus, we attempt to verify the following hypothesis.
H 3: The composition of the board of directors is a mediator of the effect of the ownership
concentration on the extent of voluntary disclosure.

4. Methodology

4.1.     Sample and data collection
        Our sample is composed by Tunisian companies listed in the BVMT. Our sample is
limited to enterprises that operate in non financial industry and this like: Hasnan (2005),
Bertrand (2000..., because of the characteristics of disclosure for the financial sectors (banc,
leasing, assurances…).
        Collecting annual reports for our sample was not an easy task for us since they are not
directly downloadable via internet. These reports are copied from CMF and from the stock
exchange intermediate. Our data are extracted from the annuals reports collected and from the
link of the BVMT (http://www.bvmt.com.tn). They will be organized in the form of panel
data in order to increase the number of observations (because the number of listed company in


                                              11
Tunisia is low) [Barako, Hancock and Izan (2006), Omri and al. (2005), Trabelsi and al.
(2005) and Hassan and al. (2006)].
                            Table 1: Distribution of observations
                              Years              2003 2004 2005
                          Number of firms          22      23     25

4.2.       Variables measures and research design

4.2.1.          Dependant variable : voluntary disclosure extent

4.2.1.1.           Elaboration of the index
        We will develop an index of voluntary disclosure based on the index of Botoson
(1997) that is structured around five categories by completing it with three information
categories: information about intangible assets, social and environmental information and
information about governance. These categories of information are added in order to fill the
insufficiencies of the index of Botoson (1997). Thus a list of information likely to be
voluntarily disclosed is preset.
    A- Information about intangible assets
        This category includes information about intangible assets that aren’t taken into
consideration in the financial statements. This category is added to the grid of Botoson
(1997), because of the importance and relevance of the intangible assets that are increasing for
the firms as well as for investors. These items have been extracted from Trabelsi (2005)
index: description of the main clients, description of the main suppliers and description of the
axes of R&D.
    B- Social and environmental information
        Social and environmental information include the wording of social objectives of the
company and the description of its engagement toward the community. This category has
been added to the grid of Botoson (1997) for its eventual usefulness for making an investment
decision. The following items have been extracted from the index of Trabelsi (2005):
description of charity gifts, subventions, financial helps, description of the engagement
toward the community through social specific project (cultural, educative, recreational and
sportive) and the description of the activities that reduces the pollution linked to the firm
activities.
    C- Information about corporate governance
        Information about corporate governance has a major importance for the appreciation
of the company.

4.1.2.2. Measurement of the index of voluntary disclosure in annual reports
        The methodology consists in reading carefully the annual reports of our sample of
companies. Then, we compare the information presented by each company with those
established in the grid. After this content analysis, an index is calculated for each company.
The methodology of points’ attribution can be weighted or unweighted.
    A- Unweighted approach
        The list of voluntary items will be applied to the annual reports of the firms. For each
one, a score of disclosure will be calculated. The first procedure used is dichotomous: an item
takes the value “1” if it is disclosed and “0” otherwise. This approach doesn’t reflect the
relative importance of each item and suppose that all the items have the same informational
interest for the users. The amount of disclosure will be measured by dividing the score

                                              12
obtained by the maximum possible score for each firm. Thus, the firms will not be penalized
by the non disclosure of some items if they are not relevant for their activities.
          B- Weighted approach
        We also use a weighted score, because we have chosen financial analysts as a
particular group of annual reports users. We have distributed 62 questionnaires to the
population of analysts. We obtained a level of response of 64.51%. The sample size of our
study is composed by 40 financial analysts and portfolio managers that work for 21
intermediate of the Tunisian stock exchange. Respondents have been called to express the
degree of importance they give to the items by giving a note in the Likhert 5 points scale
(with 1= not important to 5= very important).This approach consists in assigning to each item
a weighting that translates the relative importance of this item depending on the group of
users [Baker and Haslem (1973), Firth (1984), Bertrand (2000), Chow and Wong-Boren
(1987) and Michailesco (1999)]. Every diffused item is weighted by the mean of the points
that are attributed to him [Buzby (1975)]. The second used procedure is the following: an item
takes the “weight” that has been attributed to him by the financial analysts if it is disclosed
and “0” otherwise.

4.2.2.            Definition and measurement of the independent variables

4.2.2.1. The variables related to the ownership structure
          A- Ownership concentration
       Ownership concentration is measured by the percentage of shares held by the most
important shareholder of the company [Nekhili and Fakhfakh (2005) and Bouri and Khlifi
(2007)].
                CONC = percentage of shares held by the dominant shareholder
          B- Institutional ownership
       This variable PINST is measured by the percentage of shares held by institutional
investors [Summa and Ben Ali (2006) and Trabelsi and al. (2005)].
                   PINST= percentage of shares held by institutional investors
          C- Family control
       The definition proposed by Rosenblatt de Milk, Anderson and Johnson (1985)2 will be
adopted in our study. These authors consider a company as family controlled one when he
majority of the ownership or the control is in the hand of one family that at least two of these
family are directly involved in the management (members of the board). This variable FAM
is a dummy, and it takes “1” when the company is controlled by a family and “0” otherwise.
This measure has been adopted by Summa and Ben Ali (2006).

4.2.2.2. Variables relative to the characteristics of the board of directors
          A- Independence of the board



2
    Mentioned by Poulain-Rehm (2006)
                                                13
        We measure the independence of the board ICA by the proportion of the external
directors since they are supposed to be competent and more concerned by the shareholders’
interest. This measure has been adopted by Nasir and Abdullah (2005). In our study, we
consider as externals: the directors that has no familiar link with the managers and that don’t
have a direct and significant part in the capital of the firm.
                    ICA = number of external directors / number of directors
         B-Size of the board
        The size of the board of directors LNTCA is measured by the logarithm of the total
number of directors that compose the board. The use of this measure is justified by the
objective of mitigating heteroscedasticity problems. This measure has been used by Bouri and
Khlifi (2007).
                               LNTCA = Log (number of directors)
         C-The existence of the structure of leadership in the board
       This variable DUAL is a dummy variable that takes “1” if one person holds at the
same time the functions of chief executive officer (CEO) and chairman of the board and “0”
otherwise.
         D- Directors’ ownership
       Like Bouri and Khlifi (2007), Eng and Mak (2003) and Trabelsi and al. (2005) we
measure managerial ownership (PADM) by the percentage of shares held by the members of
the board.
                       PADM = percentage of shares held by directors
         E- Governance quality index
        Arcay and Vázquez (2005) and Hajri and Omri (2005) insist on the interest to
synthesize all the governance’s mechanism in one variable because of the effect of
complementarities and substitutability that exist between them. We construct an index of the
governance quality IGOUV that is a variable that synthesize the characteristic of the board
except the dummy variable DUAL. We didn’t take into consideration this variable because
we should use only continuous variables for factorial analysis. IGOUV is determined by a
factorial analysis that integrates the variable (ICA, TCA and PADM). It will constitute a
common factor that will be then used as a proxy for corporate governance quality.
        We have chosen this index because the inclusion of all the variables in the same model
can be in the origin of multicolinearity problems. The choice of this methodology results
essentially from a need to gather in an objective way the variables that characterizes the
composition of the corporate board of directors.
        Before starting factorial analysis, we have verified that the three variables are
significantly correlated (according to the correlation matrix). Indeed, the partial correlation of
the variables (taken two per two) presented by the index KMO is strong (0,624 > 0,5) which
means that the variables are highly correlated and thus we can wait for a weak number of
factors. In addition, Bartlett test indicates that the matrix of correlation is different from the
matrix of identity Test of Bartlett, chi-2 = 18,577; Sig = 0,000) which confirm that the
variables are highly correlated and thus factorable.

4.2.3.          Definition and measure of control variables

                                                14
4.2.3.1.            Competitiveness in the commodity market
        Competitiveness in the market of goods and services is weak when the barrier of entry
of the sector is important, that is when the risk of new entries is low. We will use the
capitalistic intensity as proxy for the barriers of entry of the sector [Mami (2003), Aerts,
Cormier and Magnan (2004), Raffournier (1995), Chow and Wong-Boren (1987), Clarkson
and al. (1994) and Depoers (2000)]. The variable INTCAP is measured as follows:
                          INTCAP = gross fixed assets / total assets
       We expect a positive relation between the capitalistic intensity and the extent of
voluntary disclosure in annual reports.
4.2.3.2.            Size of the firm
         Ben Ali (2005), Lakhal (2003), Depoers (2000), Raffournier (1995), Buzby (1975),
Hassan, and al. (2006), Alsaeed (2005), Aksu and Kosedag (2006) and Lang and Lundholm
(1993) have confirmed the existence of a positive and significant relation between the firm
size and the quality of financial reporting.
         Firm size is measured by the logarithm of total assets LNTA. The use of the logarithm
is justified by the objective of mitigating heteroscedasticity problems.
                                   LNTA = Log (total assets)
       We expect a positive relation between the size of the firm and the extent of voluntary
disclosure in annual reports.

4.2.3.3.          Indebtedness of the firm
        Leung and al. (2005) have found a positive relation between indebtedness and
voluntary disclosure. Naser and al. (2006) affirm that the firms with high level of debts are
considered more risky. These companies meet difficulties during capital increase. And it is for
this reason that they are called to disclose more information explaining their financial
situation.
        Indebtedness (END) is measured by the weight of creditors compared with
shareholders. Thus END is measured by dividing financial debts by equity.
                                   END = total debts / equity
       We wait for a positive relation between the indebtedness of the firm and the extent of
voluntary disclosure in annual report.

4.2.3.4.           Firm age
       Gibbins and al. (1990) outlined that the history of the company influences its strategy
of reporting through:
    -   The traditions of the enterprise (the traditions, the way of doing things)
    -   The organizational training of individuals.
        Haniffa and Cooke (2002) have used the variable listing duration among the variables
that characterize the firm. Alsaeed (2005) has used the variable age among the factors that can
influence the level of voluntary disclosure because mature firms have the possibility to
improve their disclosure across the time.
        The age of the company LNCOT is measured by the logarithm of the duration of the
firm listing in the stock exchange in years. The use of the logarithm is justified by the
objective of mitigating heteroscedasticity problems.

                                                15
       LNCOT = Log (duration of the listing of the firm in the stock exchange in years)
       We expect a positive relation between the period of listing and the extent of voluntary
disclosure.

4.2.3.5.           Auditors’ quality
        In the meta-analysis made by Ahmed and Courtis (1999), it seems that the results of
the researches that investigate the effect of the quality of the auditor on the extent of
disclosure are mitigated. Some have confirmed a positive and significant relation; others have
found a positive but not significant relation, and others found no relation between the two
concepts, while others confirmed the existence of a negative relation. Archambault and
Archambault (2003), Leung and al. (2005) and Raffournier (1995) demonstrate that the firms
that are audited by an auditor among the big 4 audit companies disclose more information
than the others
        This variable QAU is a dummy variable and takes “1” if the firm is audited by a big 4
and “0” otherwise. This measure has been adopted by Archambault and Archambault (2003)
and by Raffournier (1995).
        We wait for a positive relation between the auditor quality and voluntary disclosure.
Indeed, big 4 audit companies motivate the audited companies to disclose information beyond
the obligatory threshold.

4.2.4.         Empirical design
IDIV it = 0 + 1 INTCAPit + 2 CONC it + 3 FAM it + 4 PINST it + 5 DUAL it + 6
NTCA it + 7 ICA it + 8 QAU it + 9 LNCOTit + 10 END it + 11 LNTA it + 12 PADM it
+ it     (Model 1)
IDIV it = a0 + a1 INTCAPit + a2 CONC it + a3 FAM it + a4 PINST it + a5 DUAL it + a6
IGOUV it + a7 QAU it + a8 LNCOTit + a9 END it + a10 LNTA it + it
(Model 2)
IDIV= index of voluntary disclosure. IGOUV= factor of variables (ICA. TCA et PADM). CONC = percentage of
shares held by the dominant shareholder. PINST= percentage of shares held by institutional investors. FAM=1
when the firm is controlled by a family and =0 otherwise. ICA = number of external directors / number of
directors. LNTCA = Log (number of directors). DUAL =1 if one person holds at the same time the functions of
CEO and chairman of the board and =0 otherwise. PADM = percentage of shares held by directors. INTCAP =
gross fixed assets / total assets. LNTA = Log (total assets). END = total debts / equity. LNCOT = Log (duration
of the listing of the firm in the stock exchange in years). QAU=1 if the firm is audited by a big 4 and = 0
otherwise.
      Our study is based on the panel data, that’s why it is convenient to verify the
homogenous specification of the generator process of the data. We should then distinguish
between the specific effect and the common effect through Fisher statistic (test of Chow).

5. Empirical results
     In the following section we will analyze and comment our different empirical results.

5.1.      Descriptive statistics
      We are particularly interested in examining the evolution of the weighted and
unweighted index of voluntary disclosure IDIV between 2003 and 2005.
        Table 2: Evolution of the weighted and unweighted indexes of voluntary disclosure
                                    2003                         2004                          2005
                              IDIV       IDIV            IDIV          IDIV             IDIV         IDIV
                            unweighted weighted        unweighted     weighted        unweighted    weighted
          Mean                35,36      35,73           40,99         41,34            40,00        40,55

                                                      16
        Median                 38,36         38,02          38,00             38,53              41,94        42,65
  Standard Deviation           11,45         11,27          12,58             12,24              11,46        11,92
  Variation coefficient        0,323         0,315          0,306             0,296              0,286        0,294
           N                            22                          21                                   24
                                       IDIV= index of voluntary disclosure
         Through this table, we notice an increase in the extent of voluntary disclosure between
 2003 and 2004. The studies of Bughin and al. (2007) and of Naser and Nuseibeh (2003) also
 demonstrate that the level of voluntary disclosure in annual reports tend to increase across the
 time. We also notice that the standard deviation is important comparing to the mean, which
 make us conclude the existence of variability in the behavior of voluntary disclosure among
 the firms of our sample. In addition we have done an additional analysis like Singleton and
 Globerman (2002) to verify if the voluntary disclosure practices tend to diverge or converge
 among the enterprises of our sample. The comparison of the coefficient of variation of the
 indexes IDIV of 2003 and 2004, and of 2004 and 2005 allow us to detect a decrease of this
 coefficient which means that voluntary disclosure behavior in our firm sample tend to
 converge across the time.
         We have applied the non parametric test of means comparison of Mann-Whitiney on
 the of voluntary disclosure global index variable IDIV weighted and unweighted across the
 years: 2003-2004, 2003-2005 and 2004-2005. The procedure of tests for two independent
 samples compares two groups of observations according to a continuous variable.
                                Table 3: Results of Mann-Whitiney test
                        2003-2004                       2004-2005                               2003-2005
                 IDIV            IDIV              IDIV           IDIV                   IDIV         IDIV weighted
              unweighted       weighted         unweighted      weighted               unweighted
   Year      2003 2004       2003 2004         2004 2005 2004 2005                    2003     2005    2003     2005
Mean rank    19,81 24,28     19,77 24,33       23,28 22,75 23,04 22,95                20,5     26,25   20,54    26,20
U of Mann-        183             182               246            251                     198              199
 Whitney
    Sig.         0,24               0,23           0,89             0,98                  0,14                0,15
                                        IDIV= index of voluntary disclosure
        According to the mean rank, we notice that the extent of voluntary disclosure increases
 from 2003 to 2004 (24,28 >19,81 and 24,33 >19,77) and becomes stable from 2004 to 2005
 (23,28 22,75 and 23,04 22,95). These tests are significants, which make us accept the null
 hypothesis H0 of equality of means between the three groups of the firms (taken two by two).
 This means that the extent of voluntary disclosure doesn’t significantly vary across the three
 observed years. But it should be noted that the extent of voluntary disclosure is more
 important for the year 2005 compared to the year of 2003 (26,25 > 20,5 and 26,20 > 20,54 ;
 sig=14% and 15%).

 5.2.     Descriptive statistics and univariate and bivariate tests

 5.2.1.         Comparison between weighted IDIV and unweighted IDIV
         We have used the non parametric test of Wilcoxon to demonstrate the existence of a
 difference between two variables in the same sample.
                                     Table 4: Results of Wilcoxon test
                                                                          N                 Mean rank
          IDIV weighted - IDIV unweighted             Negative ranks      14                31,57
                                                      Positive ranks      53                34,64
          Z (based on negative ranks)                 -4,354
          sig                                         0,000


                                                       17
         The table 3 shows that there are few differences between weighted IDIV and
unweighted IDIV. In spite of that, we found a significant difference (at 1%) between the two
measures of the voluntary disclosure index, which means that financial analysts give a
different interest to voluntary disclosed items in annual reports. This result corroborates with
the results of the study of Naser and Nuseibeh (2003), but it is contradictory with the results
of the study of Chow and Wong-Boren (1987). It should be noted that the coefficient of
correlation between the weighted IDIV and unweighted IDIV is 0.99 and is significant at 1%.
It is suitable then to use the weighted IDIV variable in our multivariate analysis.

5.2.2.           Descriptive statistics of independent variables
                     Table 5: Descriptive statistics of independent variables
                                             N          Mean               Median             Std Dev
Independent and continuos variables
CONC                                         67         37,59              35                 18,01
PINST                                        67         19,33              9,6                22,87
LNTCA                                        66         2,09               2,19               0,26
ICA                                          66         20,60              14,28              22,65
PADM                                         66         59,17              61,8               20,03
IGOUV                                        66         1,31               0,19               1
Control variables
INTCAP                                       68          84,57              72,79              119,28
LNCOT                                        69          1,86               1,94               0,73
END                                          68          199,50             123,45             394,20
LNTA                                         68          17,90              17,77              0,98
Binary variables                             N           Variable = 1       Variable = 0       Median
FAM                                          67          19                 48                 0
                                                         (28,35%)           (71,64%)
DUAL                                          66         48                 18                 1
                                                         (72,72%)           (27,27%)
QAU                                           69         28                 41                 0
                                                         (40,57%)           (59,42%)
IGOUV= factor of variables (ICA. TCA et PADM). CONC = percentage of shares held by the dominant
shareholder. PINST= percentage of shares held by institutional investors. FAM=1 when the firm is controlled by
a family and =0 otherwise. ICA = number of external directors / number of directors. LNTCA = Log (number of
directors). DUAL =1 if one person holds at the same time the functions of CEO and chairman of the board and
=0 otherwise. PADM = percentage of shares held by directors. INTCAP = gross fixed assets / total assets. LNTA
= Log (total assets). END = total debts / equity. LNCOT = Log (duration of the listing of the firm in the stock
exchange in years). QAU=1 if the firm is audited by a big 4 and = 0 otherwise.
        This table shows that the firms of our sample are characterizes by a high ownership
concentration (the minimum of this variable is equal to 11%) and especially by a very high
managerial ownership. The firms investigated are highly indebted and have a capitalistic
intensity. The standard deviation of the variables PINST and ICA are very important
comparing to the means, which demonstrates the existence of a high disparity between the
firms of our sample. This result justifies the use of panel data to control the heterogeneity of
the observation in their individual dimensions.

5.2.3.         Correlation analysis
       The matrix of correlation of Spearman doesn’t show any correlation higher than “0.6”
between the independent variables. We have also calculated the VIF. It is under the threshold
of “3” for all the independent variables, but it exceeds the value of “2” for the following
variables: CONC, PADM, DUAL and ICA. From where there is a very little problem of
mutlicolinearity in our Model 1. It is then suitable to replace the variables (ICA, TCA and
PADM) by the variable IGOUV (already defined) in our Model 2 to avoid any source of
multicolinearity.
                                             18
5.3.    Panel data tests
       We have used STATA to make the different statistics tests and the regressions of this
sub-section.

5.3.1.             Test of presence of individual effect
                      Table 6: Test of Chow of the presence of individual effect
                                     Model 1                                 Model 2
    Fisher test                      4,66***                                 6,09***
                                     (0,0000)                                (0,0000)
                                        *** significant at 1%
        The results of this test allow to reject the null hypothesis H0 and to accept the
alternative hypothesis: the presence of individual effects.

5.3.2.             Test of Hausman
                                       Table 7 : Test of Hausman
                                         Model 1                                    Model 2
          Chi-2 test                      12,72                                       7,80
                                         (0,2398)                                   (0,5543)

         We have, also, used the test of Hausman in order to specify the model whether by
taking into consideration the individual fixed or random effect. The Hausman test is not
significant for the Model 1 and for the Model 2, thus, we apply the specification in random
effects.

5.3.3.            Heteroscedasticity test
         Table 8: Test of Breusch-Pagan
                                          Model 1                                   Model 2
          Chi-2 test                       5,67**                                    5,80**
                                          (0,0173)                                  (0,0160)
                                             ** significant at 5%
       Breush-Pagan test have confirmed the existence of heteroscedasticity problem for both
Model 1 and Model 2. Thus, we use the method of GLM (generalized least squares) that takes
into consideration the presence of heteroscedasticity.

5.4.        Interpretation of the results of the multivariate analysis

5.4.1.             Results of Model 1
                                    Table 9: Results of Model 1
Variables                Pred sign                                  IDIV weighted
                                                    Coefficients                          z-statistic
Intercept              ?             60,70278***                                3,03
ICA                    +             -0,1899977***                              -3,03
LNTCA                  -/+           -5,982983                                  -1,60
DUAL                   -             -10,13566***                               -3,29
PADM                   -             0,1491854**                                2,00
CONC                   -             0,1306006                                  1,33
PINST                  +             0,0197181                                  0,31
FAM                    -             -5,229894**                                -2,26
INTCAP                 +             -0,0250128*                                -1,74
LNTA                   +             -0,2370524                                 -0,20
QAU                    +             1,574098                                   0,50
LNCOT                  +             -2,237565                                  -1,16

                                                     19
END                  +                  0,0023512                              0,86
N                                       64
Log likelihood                          -222,7307
Wald Chi-2                              61,53***
Prob > Chi-2                            0,0000
*, ** et *** significant at 10%, 5% et 1% respectively
IDIV= index of voluntary disclosure. CONC = percentage of shares held by the dominant shareholder. PINST=
percentage of shares held by institutional investors. FAM=1 when the firm is controlled by a family and =0
otherwise. ICA = number of external directors / number of directors. LNTCA = Log (number of directors).
DUAL =1 if one person holds at the same time the functions of CEO and chairman of the board and =0
otherwise. PADM = percentage of shares held by directors. INTCAP = gross fixed assets / total assets. LNTA =
Log (total assets). END = total debts / equity. LNCOT = Log (duration of the listing of the firm in the stock
exchange in years). QAU=1 if the firm is audited by a big 4 and = 0 otherwise.
        The negative and statistically significant coefficient of the variable ICA highlights the
fact that when the percentage of external directors in the board increases by 10%, the extent of
voluntary disclosure decreases by 18.99%. Thus, our hypothesis H1.1 is confirmed. This
result corroborates with the study of Bouri and Khlifi (2007) who found that when the
percentage of independent members in the board of directors increases by 10%, the level of
voluntary disclosure decreases by 47.4%. The studies of Eng and Mak (2003) and of Barako
and al. (2006) also highlight the existence of a negative relation between the percentage of
external directors and the extent of voluntary disclosure. Nevertheless, this result, that is not
logical, can be explained by the choice of the measure used for the variable ICA. It’s probable
that the used criterion is not sufficient to qualify an external director. But the use of these
chosen criteria is justified by the lack of data about the identity of the directors of the Tunisian
firms. This result can also be explained by the effect of substitution between voluntary
disclosure and the proportion of external directors. A good voluntary disclosure can replace
the absence or the lack of external directors. The inverse reasoning is also valid. The presence
of external directors can take the place of voluntary disclosure.
        The link between voluntary disclosure and the size of the board is not significant. This
makes us confirm our hypothesis H1.2. This result is coherent with the results of Lakhal
(2003) and of Arcay and Vázquez (2005).
        Our result for the variable DUAL corroborates with the results of Gul and Leung
(2004), but it’s in contradiction with the results of Ho and Wong (2001), of Arcay and
Vázquez (2005), of Raffournier (1995) and of Barako and al. (2006) that reveal a negative but
not significant relation between the extent of voluntary disclosure and the existence of a
dominant personality (that holds the functions of CEO and chairman of the board). Our results
lead us to confirm the hypothesis H1.3 and thus to highlight the fact that the structure of the
leadership of the board of directors negatively influence the extent of voluntary disclosure.
        The coefficient of the variable PADM is significant and its sign is contrary to the
expected sign. This result is not coherent with the results of Eng and Mak (2003), of Mohd
Ghazali and Weetman (2006), of Siala Ghorbel (2005) and of Trabelsi and al. (2005) and
makes us infirm our hypothesis H1.4 and to affirm that more the managerial ownership
increases, more the voluntary disclosure extent increases.
        For the variable CONC, its coefficient is positive (contrary to the expected sign) and
not significant which make us infirm the hypothesis H2.1. This result joins the results of the
studies of Loukil and Triki (2008) and of Bouri and Khlifi (2007), conducted in the Tunisian
context using cross sectional data. This positive relation we have found can be explained by
the fact that when the capital is highly concentrated, the problems of interest’s conflicts
between small shareholders and large shareholders don’t push the latter to minimize voluntary
disclosure. The measure we used may not be suitable for our context of research.


                                                     20
        As far as the variable PINST is concerned, its coefficient is positive and not
significant, which infirm the hypothesis H2.2. This result doesn’t corroborate with the results
of Trabelsi and al. (2005) and of Ajinkya and al. (2005).
        The coefficient of the variable FAM is negative as expected and is significant, which
confirm the hypothesis H2.3 and corroborate the results of Chau and Gray (2002) and of
Trabelsi and al. (2005). This means that the family controlled firms disclose less than the
other firms.
        The control variables have not significant coefficients except for “capitalistic
intensity” variable. Its negative sign makes us affirm that when the entry barriers of the
sectors are important, the extent of voluntary disclosure is weak. But, what attracts our
attention, is the fact that our results show that the size of the firm has a negative but non
significant effect on the extent of voluntary disclosure. This result is matching to neither the
sign nor the results of previous empirical evidences of Buzby (1975), of Chow and Wong
(1987), of Ho and Wong (2001) and of Raffournier (1995).

5.4.2.           Results of Model 2
                                  Table 10: Results of Model 2
Variables          Pred sign                                         IDIV weighted
                                        Coefficients                          z-statistic
Intercept            ?                  79,85696***                           3,74
IGOUV                +                  4,250724***                           4,88
DUAL                 -                  -7,418199**                           -2,38
CONC                 -                  0,1190179                             1,49
PINST                +                  0,0166937                             0,28
FAM                  -                  -5,235595**                           -2,33
INTCAP               +                  -0,0165384                            -1,20
LNTA                 +                  -1,580097                             -1,30
QAU                  +                  3,064574                              1,19
LNCOT                +                  -4,84571***                           -2,72
END                  +                   0,001728                             0,60
N                                       64
Log likelihood                          -225,0055
Wald Chi-2                              41,78***
Prob > Chi-2                            0,0000
*, ** et *** significant at 10%, 5% et 1% respectively
IDIV= index of voluntary disclosure. IGOUV= factor of variables (ICA. TCA et PADM). CONC = percentage
of shares held by the dominant shareholder. PINST= percentage of shares held by institutional investors.
FAM=1 when the enterprise is controlled by a family and =0 otherwise. DUAL =1 if one person holds at the
same time the functions of CEO and chairman of the board and =0 otherwise. INTCAP = gross fixed assets /
total assets. LNTA = Log (total assets). END = total debts / equity. LNCOT = Log (duration of the listing of the
firm in the stock exchange in years). QAU=1 if the firm is audited by a big 4 and = 0 otherwise.
        The coefficient of the variable IGOUV is significant and its sign is positive. This
means that the quality of corporate governance influence significantly the extent of voluntary
disclosure. This result allow us confirm our hypothesis H 1. This result is logical because
disclosure is an integral part of the corporate governance system. A good quality of corporate
governance allow then to improve the extent of voluntary disclosure that is considered as a
mean to control the managers, to protect the shareholders and to decrease agency costs
resulting from information asymmetry.
        We found that the coefficient of the variable LNCOT is significant but doesn’t have
the expected sign. This makes us confirm the fact that the firms recently listed in the Tunisian
stock exchange voluntary disclose more than old firms. The new firms in the market disclose
more than the others in objective of signaling.

                                                      21
5.5.     Tests of the mediator effect of the composition of the board of directors on the
influence of the ownership concentration o voluntary disclosure
        In what follows, we apply the regression approach (simple and multivariate) and we
test the four conditions enunciated by Caceres and Vanhamme (2003) in addition to the
specific tests of the panel data.
                       Table11: First step of the test of the mediator effect
                                  Estimated Equation: IDIV weighted it = 0 + 1 CONC it + ait
Variables           Pred Sign         Coefficients                       z-statistic
Intercept                   ?         37,23247***                        15,06
CONC                         -        0,0613336                          0,96
N                                     65
Test of Chow                          7,08***
Prob > Fisher                         0,0000
Test of Hausman                       3,80*
Prob > Chi-2                          0,0514
Test of Breusch-Pagan                 22,45***
Prob > Chi-2                          0,0000
Log likelihood                        -240,8149
Wald Chi-2                            0,92
Prob > Chi-2                          0,3375
*, ** et *** significant at 10%, 5% et 1% respectively
IDIV= index of voluntary disclosure. CONC = percentage of shares held by the dominant shareholder.
        We find that the relation between the ownership concentration and the voluntary
disclosure is positive and statistically significant. Thus, our first condition is not verified since
the coefficient of the variable “CONC” is not significant.
        Since our first condition is not verified, it is useless to verify the conditions 2, 3 and 4
of the existence of a mediator effect. We can’t thus confirm the existence of the mediator
effect of the composition of the board of directors on the relation between the concentration of
ownership and voluntary disclosure. This result doesn’t match with the study of Arcay and
Vázquez (2005) and then our hypothesis H 3 is infirmed.

6. Conclusion
         The major interest of this study is that it contributes to the analysis of the behaviors of
the Tunisian firms in matter of voluntary disclosure in annual reports and the examination of
the effects of the board composition and the ownership structure on voluntary disclosure. The
institutional setting of Tunisia is of interest because it is characterized by its high ownership
concentration, low level of investor protection and poorly developed capital market.
         The results of our study highlight that the extent of voluntary disclosure tends to
improve through the time. According to the used statistic tests, we have proved that the
independence of the structure of the leadership of the board of directors and the family
ownership don’t improve the extent of voluntary disclosure. We have demonstrated, in the
other hand, that the size of the board of directors has no effect on the extent of disclosure.
Nevertheless, we find that managerial ownership and the quality of corporate governance are
represented as incentive factors to corporate voluntary disclosure.
         This study has both theoretical and practical implications. From a theoretical
standpoint, our analysis reveals a positive relationship between the two control mechanisms
(i.e. board composition and voluntary disclosure). From a practical standpoint, the study
offers insights to policy makers and regulators in order to evaluate the effectiveness of
corporate governance rules and the interaction between control systems.
         However, our study has certain limits. The most important are its small sample and the
manual analysis of the content of the annual reports. It is convenient, also to conceive an
index of voluntary disclosure prepared according to the needs of the Tunisian annual reports
                                                    22
users instead of using the modified index of Botoson (1997). The use of the classic factorial
analysis for the construction of a governance index is also questionable: the non linear
factorial analysis allows us include qualitative variables such as the structure of the leadership
of the board. Also, the lack of publicly available information on Tunisian listed companies
limited to some extent our empirical research. This lack of data stopped us from refining
measures of variables.
        Core (2001), Lim and al. (2007), Gul and Leung (2004), Cheng and Courtenay (2006)
and Nikolaev and Van Lent (2005) affirm that the endogeneity problem embarrasses most of
the empirical studies that treat voluntary disclosure. Therefore, it is important to examine the
problem related to the endogenous nature of the quality of corporate governance through the
verification of the existence of a bi-directional relation between the quality of corporate
governance and the extent of voluntary disclosure.

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